Waiver, dated April 14, 2008, to the Debt Commitment Letter dated March 15, 2008



 Exhibit 10.3 
 April 14, 2008 
 International Paper Company 
 6400 Poplar Avenue 
 Memphis, Tennessee 38197 
 Attention: Mr. Errol Harris 
 Project Eagle - Waiver 
 Ladies and Gentlemen: 
 Reference is made to the commitment
letter dated as of March 15, 2008 among International Paper Company, a New York corporation (“Borrower” or “you”), and JPMorgan Chase Bank, N.A., Bank of America, N.A., UBS Loan Finance LLC, Deutsche Bank AG
New York Branch, Deutsche Bank AG Cayman Islands Branch, The Royal Bank of Scotland PLC and certain of their respective affiliates. Terms used but not defined in this letter agreement are used with the meanings given to them in the Commitment
Letter. 
 Clause (iii) of paragraph 3 of Annex II to the Commitment Letter includes, as a condition to the Commitment Parties’
obligations, the Borrower’s delivery of pro forma consolidated and consolidating statements of cash flows for the Borrower for 2007 and certain interim periods after giving effect to the Transactions. The Borrower has requested a waiver of, and
the Commitment Parties hereby agree to waive, such requirement as it pertains to the delivery of such pro forma statements of cash flows only. The other conditions in the Commitment Letter (including the other pro forma financial statements referred
to in such clause (iii)) are not affected by this waiver. 
 This waiver may be executed in any number of counterparts, each of which shall
be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this letter agreement by facsimile transmission shall be effective as delivery of a manually executed
counterpart of this waiver. This waiver shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby. 
 [Signature Page Follows] 







 Please confirm that the foregoing is our mutual understanding by signing and returning to us an executed
copy of this waiver. 
  

			
	Very truly yours,
	
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	/s/ Linda M. Meyer
		 	Name: Linda M. Meyer
		 	Title:   Vice President
	
	J.P. MORGAN SECURITIES INC.
		
	By:	 	/s/ Bruce S. Borden
		 	Name: Bruce S. Borden
		 	Title:   Executive Director










			
	BANC OF AMERICA SECURITIES LLC
		
	By:	 	/s/ Chris Newton
		 	Name: Chris Newton
		 	Title:   Vice President
	
	BANK OF AMERICA, N.A.
		
	By:	 	/s/ Michael L. Letson, Jr.
		 	Name: Michael L. Letson, Jr.
		 	Title:   Vice President










					
	UBS LOAN FINANCE LLC
		
	By:	 	/s/ Jesse Latham
		 	Name:	 	Jesse Latham
		 	Title:	 	Director
		
	By:	 	/s/ Eric R. Bootsma
		 	Name:	 	Eric R. Bootsma
		 	Title:	 	Executive Director and Counsel Region Americas Legal
	
	UBS SECURITIES LLC
		
	By:	 	/s/ Jesse Latham
		 	Name:	 	Jesse Latham
		 	Title:	 	Director
		
	By:	 	/s/ Eric R. Bootsma
		 	Name:	 	Eric R. Bootsma
		 	Title:	 	Executive Director and Counsel Region Americas Legal










					
	DEUTSCHE BANK AG NEW YORK BRANCH
		
	By:	 	/s/ Heidi Sandquist
		 	Name:	 	Heidi Sandquist
		 	Title:	 	Vice President
		
	By:	 	/s/ Ming K. Chu
		 	Name:	 	Ming K. Chu
		 	Title:	 	Vice President
	
	DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH
		
	By:	 	/s/ Heidi Sandquist
		 	Name:	 	Heidi Sandquist
		 	Title:	 	Vice President
		
	By:	 	/s/ Ming K. Chu
		 	Name:	 	Ming K. Chu
		 	Title:	 	Vice President
	
	DEUTSCHE BANK SECURITIES INC.
		
	By:	 	/s/ Heidi Sandquist
		 	Name:	 	Heidi Sandquist
		 	Title:	 	Vice President
		
	By:	 	/s/ Ming K. Chu
		 	Name:	 	Ming K. Chu
		 	Title:	 	Vice President










					
	THE ROYAL BANK OF SCOTLAND PLC
		
	By:	 	/s/ Grover A. Fitch
		 	Name:	 	Grover A. Fitch
		 	Title:	 	Managing Director
	
	RBS SECURITIES CORPORATION
d/b/a RBS GREENWICH CAPITAL
		
	By:	 	/s/ Dennis J. Dee
		 	Name:	 	Dennis J. Dee
		 	Title:	 	Managing Director










			
	Accepted and agreed to as of
the date first written above:
	
	INTERNATIONAL PAPER COMPANY
		
	By:	 	/s/ Errol A. Harris
		 	Name: Errol A. Harris
		 	Title:   Vice President and Treasurer